Kristopher R. Westbrooks - Dec 15, 2023 Form 4 Insider Report for TimkenSteel Corp (TMST)

Signature
/s/ Kristine C. Syrvalin, as Attorney-in-Fact
Stock symbol
TMST
Transactions as of
Dec 15, 2023
Transactions value $
-$106,090
Form type
4
Date filed
12/18/2023, 06:00 PM
Previous filing
Nov 27, 2023
Next filing
Dec 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TMST Common Shares Options Exercise $18.5K +3.52K +2.05% $5.26 175K Dec 18, 2023 Direct
transaction TMST Common Shares Options Exercise $51.5K +4.14K +2.36% $12.45 179K Dec 18, 2023 Direct
transaction TMST Common Shares Sale -$176K -7.66K -4.27% $23.00 171K Dec 18, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TMST Performance-Based Restricted Share Units Award $0 +40K $0.00 40K Dec 15, 2023 Common Shares 40K Direct F1, F2
transaction TMST Nonqualified Stock Option (Right to buy) Options Exercise $0 -3.52K -6.26% $0.00 52.7K Dec 18, 2023 Common Shares 3.52K $5.26 Direct F3
transaction TMST Nonqualified Stock Option (Right to buy) Options Exercise $0 -4.14K -12.5% $0.00 29K Dec 18, 2023 Common Shares 4.14K $12.45 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Each Performance-Based Restricted Share Unit ("PRSU") represents the right to receive one Issuer Common Share (or a cash payment equivalent thereto), plus cash dividend equivalents as applicable.
F2 In general, the PRSUs can be earned from 0% to 200% depending on the degree to which the Issuer's Common Shares satisfy up to seven specified average closing price goals (based on 20 consecutive trading days' achievement of a specified 20-trading-day average price) (the "Average Share Price Goals") from December 1, 2023 through December 31, 2026. Generally, PRSUs earned based on the Average Share Price Goals (or, if earlier, based upon performance evaluation through a change in control of the Issuer) then generally pay out (subject to a payment cap) in two equal installments in early 2027 and 2028, subject to certain alternative terms for death, disability or termination without cause.
F3 Vests in four equal annual installments beginning March 2, 2021.
F4 Vests in four equal annual installments beginning March 1, 2020.

Remarks:

The reporting person adopted a written plan for the sale of the Company's common shares intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) on August 29, 2023. All transactions reported herein with a transaction date of December 18, 2023, were made purusant to that plan.